1. About your Partnership 

1.1. These Terms apply to your Partnership. Capitalised words used in these Terms (such as ‘Partner’), have a specific meaning. These are set out in Clause 22 below.

1.2 Partnership Fees are payable in advance and entitle the Partner to onboard onto the Platform within 12 months of the date of payment of the applicable invoice or Partnership Fee.

1.3 Once the Partner has completed onboarding and Kaleidoscope has provided access to the Partnership Services, the Partnership term shall commence and continue for a period of 12 months unless terminated earlier in accordance with these Terms.

1.4 If the Partner does not complete onboarding within 12 months of the date of payment of the applicable invoice or Partnership Fee, the Partnership entitlement shall expire and the Partner will be required to pay a new Partnership Fee in order to access the Partnership Services.

1.5 Access to the Partnership Services may be suspended or withdrawn upon expiry or non-renewal of Partnership.

2. Partnership Fees

2.1. Partnership Fees are paid annually in advance. They are based on the number of settings and students of each Partner (subject to a minimum and maximum fee), as notified to the Partner during the email application process.

2.2. Partnership Fees are exclusive of VAT.

2.3. Kaleidoscope may increase Partnership Fees at any time by giving the Partner not less than 30 days’ notice in writing.

2.4 Unless otherwise agreed in writing, Partnership does not automatically renew. Kaleidoscope may issue a renewal invoice prior to the expiry of the Partnership term. Continued access to the Partnership Services is conditional upon payment of the applicable renewal Partnership Fee. If the Partnership were to expire, you will have continued access to your data, but not to the resources or other Partnership services.

2.5 Partnership Fees are non-refundable except where required by law.

 3. Payment

3.1.‍ ‍Partnership Fees are payable in advance either by online credit card payment or, where agreed by Kaleidoscope, by invoice. Payment of the Partnership Fee secures the Partner’s right to onboard onto the Platform within 12 months of the payment date.

3.2. If any invoice remains unpaid for more than 30 days after the due date, Kaleidoscope may suspend the Partner’s access to the Partnership Services until all outstanding amounts are paid in full.

 4. Access to Partnership Services

4.1. Subject to these Terms, Kaleidoscope grants to the Partner a non-exclusive, non-transferable, personal right to use the Partnership Services during the period of Partnership for the Permitted Purpose.

4.2. Kaleidoscope shall not be liable for any delay in or failure of performance of the Partnership Services:

4.2.1. for downtime caused by routine or emergency maintenance;

4.2.2. caused by the Partner’s breach of any of its obligations in clause 5, in which case Kaleidoscope may suspend performance of the Partnership Services until such time as the Partner fully remedies its breach or default;

4.2.3. resulting from the failure of any third party responsibilities which affect the Partnership Services and which are outside of the Kaleidoscope’s control; or

4.2.4. for any Unforeseen Events.

4.3. Kaleidoscope shall be entitled to modify the features and functionality of the Partnership Services, provided that any such modification does not materially adversely affect the use of the Partnership Services. 

5. Partner Responsibilities

5.1. The Partner shall:

5.1.1. not access or use the Partnership Services for any purpose other than the Permitted Purpose; 

5.1.2. ensure that it and any of its personnel use the Partnership Services in accordance with these Terms;

5.1.3. ensure that its personnel having access to the Partnership Services are the employees of the Partner; and 

5.1.4. comply with all applicable laws relating to the use of the Partnership Services,  including laws relating to privacy and data protection.

5.1.5 keep all usernames, passwords and access credentials secure and confidential and notify Kaleidoscope promptly of any unauthorised access or suspected security breach.

6. Third Party Materials

6.1 Kaleidoscope may make Third Party Materials available for the Partner’s use in connection with the Partnership Services. The Partner agrees that: 

6.1.1 Kaleidoscope has no responsibility for the use or consequences of use of any Third Party Materials;

6.1.2 the Partner’s use of any Third Party Materials shall be governed by the applicable terms issued by the owner or licensor of the relevant Third Party Materials;

6.1.3 the Partner will comply with all applicable third party terms which may govern the use of such Third Party Materials; and

6.1.4 the continued availability, compatibility with the Partnership Services and performance of the Third Party Materials is outside the control of Kaleidoscope and Kaleidoscope has no responsibility for the same.

7. Intellectual property

7.1 All Intellectual Property Rights in and to the Partnership Services belong to and shall remain vested in Kaleidoscope or the relevant third party owner or licensor. 

7.2 Subject to any branding guidelines provided by the Partner to Kaleidoscope, the Partner hereby permits Kaleidoscope to reproduce its logo on its website and in other promotional materials for marketing purposes only.

7.3 To the extent Third Party Materials are accessible to, or used by or on behalf of the Partner in connection with the use of the Partnership Services, such use of Third Party Materials (including all licence terms) shall be exclusively governed by applicable third party terms notified or made available by the third party. Kaleidoscope grants no Intellectual Property Rights or other rights in connection with any Third Party Materials.

7.4 Except for the rights expressly granted in these Terms, the Partner shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Partnership Services.

7.5 The Partner hereby permits Kaleidoscope to use aggregated, anonymised data (excluding any Protected Data and any Confidential Information) collected from the Partner as a result of the use of the Partnership Services for the purposes of trend analysis for its internal research and marketing purposes only.

7.6 This clause 7 shall survive the termination or expiry of the Partnership.

8. Anti-bribery

8.1 For the purposes of this clause 8 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

8.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and ensure that all of that party’s personnel, others associated with that party, and that party’s sub-contractors so comply.

8.3 Without limitation to clause 8.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

8.4 The Partner shall immediately notify Kaleidoscope as soon as it becomes aware of a breach by the Partner of any of the requirements in this clause 8.

9. Anti-slavery

9.1 Each party confirms and agrees that:

9.1.1 neither it nor any of its officers, employees, agents or subcontractors has:

a. committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or

b. been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or

c. is aware of any circumstances within its operations that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;

9.1.2 it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy; and

9.1.3 it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in its business and operations.

10. Indemnity and insurance

10.1 The Partner shall indemnify, and keep indemnified, Kaleidoscope from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Kaleidoscope as a result of or in connection with the Partner’s breach of any of the Partner’s obligations under the Contract.

10.2 The Partner shall have in place contracts of insurance with reputable insurers to cover its obligations under these Terms. On request, the Partner shall supply evidence of the maintenance of the insurance and all of its terms from time to time applicable. 

11. Limitation of liability

11.1 The extent of the Kaleidoscope’s liability under or in connection with your Partnership (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.

11.2 Subject to Clause 11.3, the Kaleidoscope’s total liability shall not exceed the Partnership Fee and Kaleidoscope shall not be liable for consequential, indirect or special losses, nor for any of the following (whether direct or indirect): loss of profit; loss or corruption of data; loss of use; harm to reputation or loss of goodwill.

11.3 The liability of the parties shall not be limited in any way in respect of death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other losses which cannot be excluded or limited by applicable law.

12. Confidentiality and announcements

12.1 The parties shall keep confidential all Confidential Information of the other party and shall only use the same as required by these Terms. The provisions of this clause shall not apply to:

12.1.1 any information which was in the public domain at the Partnership commenced;

12.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of these Terms; or

12.1.3 any disclosure required by law or a regulatory authority.

12.2 This clause shall remain in force for a period of 5 years from the start of Partnership.

12.3 To the extent any Confidential Information is Protected Data, such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any of the provisions of clause 13.1.

13. Processing of personal data

13.1 The parties agree that the Partner is a Controller and that Kaleidoscope is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Partner shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. 

13.2 Kaleidoscope shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws.

13.3 Taking into account the state of technical development and the nature of processing, Kaleidoscope shall implement and maintain appropriate technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

13.4 The Partner authorises the appointment of any Sub-Processors agreed in writing between the parties.

13.5 Kaleidoscope shall:

13.5.1 not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the written authorisation of the Partner; and

13.5.2 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 13.

13.6 Kaleidoscope shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom without the prior written authorisation of the Partner.

13.7 Kaleidoscope shall, in accordance with Data Protection Laws, make available to the Partner such information that is in its possession or control as is necessary to demonstrate Kaleidoscope’s compliance with the obligations placed on it under this clause 13, and allow for audits by the Partner (or another auditor mandated by the Partner) for this purpose.

13.8 When Partnership ends, at the Partner cost and the Partner’s option, Kaleidoscope shall either return all of the Protected Data to the Partner or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Kaleidoscope to store such Protected Data. This clause 13 shall survive termination or expiry of Partnership.